NOTE 13. SUBSEQUENT EVENTS | 12 Months Ended |
Sep. 30, 2012 |
Subsequent Events [Abstract] | ' |
NOTE 13. SUBSEQUENT EVENTS | ' |
NOTE 13– SUBSEQUENT EVENTS |
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On November 21, 2012, the Company, through a purchase agreement with CipherSmith, LLC, purchased a complete source code, intellectual property rights, all computer software or algorithm licensed or sold under CipherSmith, and appropriate copy rights, patents, mask works, trademarks,, service marks, internet domain names or world wide web URS. The fair value of the consideration and the assets acquired is based on the aggregate fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $15,800. |
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On June 22, 2012 the Company entered into an acquisition agreement that ultimately closed on March 16, 2013. The Company acquired Doctors Network of America in Flowood, Mississippi for 500,000 common shares and the acquisition was valued at $10,000. As of September 30, 2012, 200,000 shares were issued which were valued at $4,000 and recorded as a deposit on the acquisition. The fair value of the consideration and the assets acquired is based on the aggregate fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $10,000. |
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Immediately after the transaction was closed on March 15, 2013, the sellers refused to pay for medical billing process transaction fees in accordance with their contracts which was approximately $200,000. The Company and the sellers are currently in litigation over the disputed transaction fees of $200,000. The Company has recorded an additional impairment of the acquired asset in the amount of $4,000 for 2012 and $6,000 for 2013. |
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In October, 2013, the Company through a purchase agreement with Antree Systems Limited has purchased a complete source code, intellectual property rights, all computer software, patents, or formulas, algorithm licensed or sold under a project known as Compass Rose and appropriate copyrights, patents, mask works, trademarks,, service marks, internet domain names and world wide web URS. The fair value of the consideration and the assets acquired is based on the fair value of the common stock issued in exchange for the software. The total fair value on the date of grant was $6,000. |
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In November 2013, the Company entered into a revolving line of credit with Mutual of Omaha for a line of credit in the amount of $65,000 at 4.00% interest rate which renews annually. As of January 10, 2014 we have borrowed $36,500. |
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On December 17, 2013 the Company amended its Articles of Incorporation that gave the right to the holders of Preferred A shares to convert 1 share of Convertible Preferred A shares to 150 Common Shares of the Company. The holders of the Preferred A shares can convert the shares upon proper notice to the Board of Directors. Presently the holders of the Preferred A shares have not sent notice to the Board of Directors. |
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Stock issuances |
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Fiscal Year Ended September 30, 2014 |
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In October 2013, the Company issued 25,000 shares of common stock for cash of $5,000. |
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In October 2013, the Company issued 160,000 shares of common stock to Antree Systems Ltd and 40,000 shares of common stock to Michael Anthony in accordance with the Asset Purchase Agreement. These shares were valued at $6,000 based on the market price on the date of grant. |
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In November 2013, the Company issued 180,000 shares of common stock as replacement shares for the 160,000 shares of common stock issued to Antree Systems Ltd and 20,000 shares of common stock to Kimberly Ilicerl. The Company intends to cancel these replacement shares because the shares were lost when delivered to Antree Systems. The Company replaced those lost shares and will cancel the shares that were lost when delivered to Ireland the office of Antree Systems. |
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Fiscal Year Ended September 30, 2013 |
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During year ended September 30, 2013 the Company issued 217,500 shares of common stock for $143,000 in net proceeds as follows: |
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Date | | Number of Shares | | Value |
| October 14, 2012 | | | | 20,000 | | | $ | 20,000 | |
| October 14, 2012 | | | | 15,000 | | | $ | 3,000 | |
| October 14, 2012 | | | | 18,750 | | | $ | 2,500 | |
| October 14, 2012 | | | | 18,750 | | | $ | 2,500 | |
| December 6, 2012 | | | | 15,000 | | | $ | 3,000 | |
| March 12, 2013 | | | | 20,000 | | | $ | 20,000 | |
| March 12, 2013 | | | | 20,000 | | | $ | 20,000 | |
| April 17, 2013 | | | | 20,000 | | | $ | 20,000 | |
| August 26, 2013 | | | | 20,000 | | | $ | 2,000 | |
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In October 2012, the Company issued 50,000 shares of common stock valued at $1,300 based on the market price on the date of grant, in conjunction with the sale of medical software. The Company also issued 10,000 shares of common stock valued at $260 based on the market price on the date of grant, as commission payments to the Krooss Family Trust LLP. |
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On December 6, 2012, the Company issued 100,000 shares of common stock valued at $2,800 based on the market price on the date of grant, for the sale of medical software and 100,000 shares of common stock valued at $2,800 based on the market price on the date of grant for consulting services. |
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On March 12, 2013, the Company issued 50,000 shares of common stock valued at $1,750 based on the market price on the date of grant, for the sale of medical software and 50,000 shares of common stock valued at $1,750 based on the market price on the date of grant for consulting services. |
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On March 21, 2013, the Company issued 100,000 shares of common stock valued at $3,500 based on the market price on the date of grant, for the purchase of software in the company in accordance with the Software Licensing and Subscription Agreements. |
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On March 21, 2013, the Company issued 667,000 shares of common stock valued at $23,345 based on the market price on the date of grant, to Krooss Family Trust LLP for compensation for the salaries for the entire year of 2013. |
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On April 17, 2013, the Company issued 300,000 shares of common stock valued at $6,000 based on the market price on the date of grant, to Krooss Family Trust LLP for the acquisition of Doctors Network of America in Flowood, Mississippi and all of the assets of that company. On April 17, 2013 the Company issued 78,500 to Krooss Family Trust LLP for compensation in accordance with the DNA acquisition agreement and the shares of common stock valued at $2,630 based on the market price on the date of grant, for the software investment in the Company in accordance with the Software Licensing and Subscription Agreements. |
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On April 17, 2013, the Company issued 75,000 shares of common stock valued at $2,513 based on the market price on the date of grant, for the software investment in the Company in accordance with the Software Licensing and Subscription Agreements. |
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On May 1, 2013, the Company issued 20,000 shares of common stock valued at $522 based on the market price on the date of grant, for programming consulting services. |
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On May 10, 2013, the Company issued 20,000 shares of common stock valued at $522 based on the market price on the date of grant, for programming consulting services. |
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On June 26, 2013, the Company issued 25,000 shares of common stock valued at $450 based on the market price on the date of grant, for software investment in the Company in accordance with the Software Licensing and Subscription Agreements. |
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On August 26, 2013, the Company issued 100,000 shares of common stock valued at $1,800 based on the market price on the date of grant, to two software sales personnel located in California. |
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On September 30, 2013, the Company issued 120,000 shares of common stock valued at $3,000 based on the market price on the date of grant, for programming consulting services. |
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On September 30, 2013, the Company issued 50,000 shares of common stock valued at $1,250 based on the market price on the date of grant, for software investment in the company in accordance with the Software Licensing and Subscription Agreements. |
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During year ended September 30, 2013, the Company issued 500,004 shares of common stock for the acquisition of CipherSmith software. Those shares were valued at $15,800 based on the market price on the dates of grant. |
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Employment Agreements |
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The Company entered into an employment agreement with its Chief Executive Officer on January 1, 2013. The employment agreement will expire on January 1, 2018 and shall automatically renew for another 5 years unless terminated in accordance with the provisions of the employment agreement. The employment agreement provides for: |
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i. | | A monthly salary of $20,833 subject to an annual increase of 10% and consistent with the Company policy applicable to other senior executives and officers and approval by the Board of Directors. | | | | | | | | |
ii. | | A cash bonus of 25% of his annual base salary each year if the Company reaches the following milestones (none of which were attained in 2013): | | | | | | | | |
a. | | The Company posts annual gross revenues on a consolidated basis of at least $5,000,000; | | | | | | | | |
b. | | The Company's earnings before the deduction of income taxes and amortization expenses (“EBITA”), including cash extraordinary items but before officer's bonuses, on a consolidated basis for any year is at least $1,000,000; or the completion of the delinquent SEC filings for five (5) years through September 30, 2013 or the Company obtains FINRA approval for any reverse stock splits. | | | | | | | | |
iii. | | The issuance of shares equal to 1% of the then issued and outstanding shares of the Company annually, which will be issued in 2013. | | | | | | | | |
iv. | | The issuance of common stock on each anniversary date of the employment agreement of 5,000,000 shares and issuance of common stock for every acquisition granting 5,000,000 shares for DNA, 5,000,000 shares for CipherSmith, LLC, and 1,000,000 shares for MediSouth, LLC. | | | | | | | | |
v. | | An automobile allowance of $1,500 per month. | | | | | | | | |
vi. | | A medical insurance allowance of $1,500 per month. | | | | | | | | |
vii. | | In the event the Executive's employment is terminated without cause, he will receive the entire contract remaining on the agreement. | | | | | | | | |
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The Company entered into an employment agreement with its Chief Financial Officer on January 1, 2013. The employment agreement will expire January 1, 2018 and shall automatically renew for another 5 years unless terminated in accordance with the provisions of the employment agreement. The employment agreement provides for: |
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i. | | A monthly salary of $12,500 per month subject to an annual increase of 10% per year and consistent with the Company policy applicable to other senior executives and officers and approval by the Board of Directors. | | | | | | | | |
ii. | | A cash bonus of 25% of his annual base salary each year if the Company reaches the following milestones (none of which were attained in 2013): | | | | | | | | |
a. | | The Company posts annual gross revenues on a consolidated basis of at least $5,000,000; | | | | | | | | |
b. | | The Company's EBITA, including cash extraordinary items but before officer's bonuses, on a consolidated basis for any year is at least $1,000,000; or the completion of the delinquent SEC filings for five (5) years through September 30, 2013 or the Company obtains FINRA approval for any reverse stock splits. | | | | | | | | |
iii. | | The issuance of shares equal to 1% of the then issued and outstanding shares of the Company annually, which will be issued in 2013. | | | | | | | | |
iv. | | The issuance of common stock on each anniversary date of the employment agreement of 5,000,000 shares and issuance of common stock for every acquisition granting 3,000,000 shares for DNA, 3,000,000 shares for CipherSmith, LLC, and 750,000 shares for MediSouth, LLC. | | | | | | | | |
v. | | An automobile allowance of $1,000 per month. | | | | | | | | |
vi. | | A medical insurance allowance of $1,500 per month. | | | | | | | | |
vii. | | In the event the Executive's employment is terminated without cause he will receive the entire contract remaining on the agreement. | | | | | | | | |